His best friend and fellow D12 MC Eminem rocketed to worldwide fame, but for many people in the Detroit rap scene, Proof was the people's king and an equally vital figure in helping to establish the city as an international hip-hop hot spot.

Proof (born DeShaun Holton), 32, was killed by a gunshot to the head early Tuesday morning (April 11) outside Detroit's CCC Club in a shooting that left another man in critical condition (see "D12's Proof Shot And Killed At Detroit Club"). Friends remembered him as an unparalleled battle rapper, a creative force and hometown booster who never stopped searching for the next big thing — in high schools, clubs, conference rooms or anywhere else he could stage a lyrical throwdown.

"He brought together the whole Detroit scene," close friend T3 of fellow Detroit group Slum Village said. "He knew everybody. And he was one of the illest freestyle MCs ever. I remember me and him used to just battle all day."

"He looked out for everybody," said his longtime friend and former manager Mark "Doughboy" Hicks. "He's one of the prototypes for the music biz in Detroit. Proof was everywhere; that was part of his thing. He was in clubs, he was a street guy, a people's person. He reminded me of Peter Tosh or Tupac, how he had his house open and welcome to everybody. He had the biggest heart [of anyone] I've ever known in my life."

According to local lore, it was Proof who came up with the D12 moniker after the group's original name, the Dirty Dozen, was rejected because it was taken by another act. Along with his friend Bizarre and high school buddy Eminem, he helped launch the group — which also features Kon Artis, Swift and Kuniva — and took part in an early pact between the members that said whoever became successful first would help the others along.

Before making his mark as Eminem's onstage foil, though, Proof established an early reputation as one of the hardest-working hustlers on the local music scene, according to Hicks. "He had it in his blood, because his father used to be in Marvin Gaye's band," Hicks said; Proof's father is McKinley Jackson, a producer/arranger/bandleader who also worked extensively with other Detroit R&B acts. "[Proof worked] at a studio called Mo Master on the West Side," Hicks continued. "They made him an assistant engineer in 1991, and that's when he started making contacts. Everyone would go there and everyone got to know him."

One of the most versatile, witty freestylers on the competitive Detroit scene, he won the 1999 Source magazine Unsigned Hype freestyle competition and narrowly lost the Blaze battle that year, after hosting the Saturday afternoon MC battles at Maurice Malone's legendary Hip-Hop Shop for five years. Proof is credited with encouraging Slim Shady to take the stage for battles, a move that helped Em get a record deal with Dr. Dre's Aftermath Records.

"He would do battles everywhere, places I can't even think of," Hicks said. "He didn't graduate from high school, but he would [perform at] high schools. To be the host [at the Hip-Hop Shop] you had to beat the host, and Proof was the host until the end." The Hip-Hop shop closed in 1997 but has reopened under new management.

Last year he released his solo debut, Searching for Jerry Garcia, on his own Iron Fist Records. The wide-ranging album featured cameos from 50 Cent, Method Man, Nate Dogg, MC Breed, Eminem and the D12 posse. The record's booklet was littered with images and references to dead rock stars — including the track "Kurt Cobain" — and the cover features a dour image of Proof holding a skeleton in a headlock. According to the Detroit Free Press, D12 were set to start working on their third album this month.

Proof was long known for being Eminem's friend and onstage right-hand man, a position he won after original hype man and fellow Detroit rapper Royce Da 5'9" gave up the position to pursue a solo deal. However, Hicks said Proof was much more than a hype man, helping to design the sets and draw up set lists for Eminem's show and counseling his friend on how to pace his performances.

Proof was also the only D12 member to appear in Em's acclaimed 2002 semi-autobiographical film "8 Mile" (he played Lil' Tic) and was the inspiration for Mekhi Phifer's role as Future. He also served as Eminem's best man when the rapper remarried Kim Mathers in January. Eminem filed for divorce last week (see "Eminem Files For Divorce From Kim — Again").

In a tragic coincidence, in the video for Eminem's "Like Toy Soldiers" — a song about walking away from beef he and fellow Shady Records rappers have had with other MCs — Proof is shot and shown lying on a gurney, bleeding to death, as Eminem waits outside an operating room.

Also known as Big Proof and Derty Harry, the father of five appeared on D12's 2001 debut, Devil's Night, and its hit single, "Purple Pills," and also collaborated with fellow Detroit rapper Dogmatic on the 2002 Promatic album; he also toured with Eminem on the Anger Management Tour that year. Prior to the release of the second D12 album, 2004's D12 World, Proof released a number of mixtapes, including I Miss the Hip-Hop Shop and Grown Man Sh--. He recently launched a DVD series with fellow D12 rapper Bizarre called "Wanna Battle," in which the pair judged rap battles. The first in the series was recorded in Detroit last fall.

In February, Proof lost one of his close friends in fellow Detroit artist Jay Dee of Slum Village, with whom he'd gotten his first tattoo, an "FC" for Funky Cowboy, their pre-D12/Slum Village group (see "Jay Dee — Producer For Common, Busta And Tribe — Dies" and "Jay Dee: Hip-Hop's Shy Giant"). "No one's done more for this city's artists than Proof and Jay Dee," said RJ Rice, a Detroit producer, manager and record label owner. "They were the only people I know who would do stuff genuinely from the heart and not for money."

Dee, a.k.a. J Dilla, is the one who introduced Proof to T3, and the three became friends before D12 ever formed.

"He's a super comedian, but super intelligent — like, he would show people a lot of stuff," said T3, who recently talked with Proof about doing an album together. "But he was mostly known for his jokes. He always had jokes, always had good spirits. Everybody's got a story to tell about Proof. I remember he used to say, 'Don't nothing bother me.' He used to throw a sandwich on the ground and step on it and then eat it. That was just Proof."

T3, however, was not surprised to hear that Proof was involved in a nightclub shooting. "Proof had his situations, he was like that too," he said. "He'd get into fights, but it was never anything serious where you'd think it would turn into something like this. You saw Proof as invincible."

While the pressures of worldwide fame have largely prevented Eminem from remaining connected to his hometown, Proof was able to keep a strong tie to the scene that nurtured him, befriending many of the city's top hip-hop DJs, radio personalities and up-and-coming MCs and producers, according to friends.

Detroit video director John "Quig" Quigley, who co-directed Eminem's "Mockingbird" clip and has worked on a number of other Em and D12 videos, works from an office next door to 54 Sound, the studio where Eminem and D12 frequently record and where they were recently working on their next album. "I did a lot of stuff with him and he was always around my office," Quigley said. "Those guys would come in and hang out all the time, and Proof was just an infectious guy to be around. He was always positive and always put a smile on you. He was always joking around, but at the same time, he had an idea of where he was going in life and what he wanted to do."

Quig, who last saw Proof at a club appearance last week, said he'd known Proof and Eminem since his days as a DJ at the city's famed St. Andrew's Hall nearly a decade ago. "He and Em used to come there all the time and go to hip-hop floor," he said. "[Proof] was the king of that D12 bunch, the guy that stood out from those guys because he was such a powerful presence."

Proof also kept a hand in the local scene by hosting Fight Club, a battle-rap competition that took place near — and sometimes in — the Iron Fist offices in downtown Detroit.

"He always had his studio open to people," said Hicks, who had known Proof for nearly 20 years and said it was not at all unusual for the rapper to be out at a club in the early-morning hours. "If you were an MC and were good, he had an open heart, man. You'd go to [Iron Fist] and there would be 20-30 people in there.

"He liked to be out with people. He looked out for everybody. He was Em's best friend, but he was everyone's best friend."